UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendmnet No. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of earliest event reported: January 27, 2014
ALAS AVIATION CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-28562
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94-2857548
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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4885 Ward Road, Suite 300, Wheat Ridge, Colorado 80033
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 963-8055
2741 Lemon Grove Ave, Lemon Grove, CA 91945
(Former name, former address and former fiscal year,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
Reorganization into a Holding Company Structure
The Merger
On January 27, 2014, pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alas Aviation Corp. ("Alas") entered into an Agreement and Plan of Merger into a holding company (the “Agreement") with Energie Holdings, Inc. ("Energie") and Alas Acquisition Company ("AAC"), both wholly-owned subsidiaries of Alas. The Agreement provided for the merger of Alas with and into Energie, with Energie being the surviving corporation in that merger. Contemporaneously with Alas’ merger with and into Energie pursuant to the Holding Company Formation Statute (and the Agreement), the shareholders of Alas became shareholders of Energie on a one share for one share basis pursuant to the Agreement.
As a result of this reorganization into a Holding Company structure, Energie became the publicly quoted parent holding company with AAC becoming a wholly-owned subsidiary of Energie. Upon consummation of the Agreement, Energie’s common stock was deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Energie is the successor issuer to Alas.
The description of the Agreement and Plan of Merger set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Effect of the Merger on the Share Exchange
The effect of the Merger is that OELC, LLC, a Delaware limited liability company and its operating subsidiary
Énergie
, LLC will become a wholly owned subsidiary of Energie Holdings, Inc. upon closing of the Share Exchange Agreement. The closing of the Share Exchange Agreement is conditioned upon certain, limited customary representations and warranties as well as conditions to close such as the total issued and outstanding shares of Energie Holdings, Inc. (fka Alas Aviation Corp.) being limited to 51,000,000 issued and outstanding post closing. . Following the closing of the Share Exchange Agreement, intend to continue OELC, LLC and
Énergie LLC’s
historical businesses and proposed businesses. Our historical business and operations will continue independently through
Énergie, LLC
as a wholly owned subsidiary.
Énergie, LLC
was founded in 2001 focused on providing specialized interior lighting solutions to the architecture and interior design markets. The company is headquartered in Wheat Ridge, Colorado and also maintains a production and assembly facility in Zeeland, Michigan.
Énergie, LLC’s business is based upon the company’s partnership with various European suppliers of disruptive highly efficient LED lighting technology. The company is capitalizing on these European lighting companies’ desire to penetrate the North American markets by solving many of the problems these designers encounter when approaching these markets. These obstacles include designs that do not meet UL/CUL standards and building codes, the need to provide appropriate marketing and product information and specifications, among others. Énergie, LLC’s business strategy is to enter into exclusive sales agreements with European suppliers that have unique lighting products; and to bridge the divide between North American architects’ and designers’ desired access to innovative European products and European manufacturers’ desire to find a cost effective way to penetrate the North American markets for their products. As these European partners are continually developing new products, Énergie, LLC has the right to launch such products in North America. In many cases, Énergie LLC’s partners will co-fund the upfront costs associated with the launching of new products.
Effect of the Merger on the Name and Trading Symbol
Both our CUSIP number and our trading symbol for our common stock which trades on the OTCQB Tier of the OTC Markets, Inc. will change as a result of the name change. The new CUSIP number will be [____]. We are submitting the notification and certain other information to the Financial Information Regulatory Association, Inc. (“FINRA”) to process the name change. At such time as we are assigned a new trading symbol, we will make a subsequent announcement.
There will be no mandatory exchange of stock certificates. Following the name change the share certificates which reflect our prior name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old share certificates are tendered for exchange or transfer to our transfer agent, Corporate Stock Transfer, Inc.,
telephone 303-777-7363.
The foregoing summary of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by the Share Exchange Agreement, a copy of which is attached to the Current Report on Form 8-K as Exhibit 10.1 which was filed with the Commission on December 31, 2013and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
a) Financial Statements -
b) Exhibits
10.1 Agreement and Plan of Merger
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 29, 2014
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ALAS AVIATION CORP.
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By:
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/s/ Harold Hansen
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Harold Hansen
President and CEO
(Principal Executive, Financial and Accounting Officer)
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EXHIBIT 10.1
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (the "Merger Agreement"), is entered into effective as of January 27, 2014 or as soon thereafter as notice has been duly provided to the Financial Industry Regulatory Authority (“FINRA”), by and among Alas Aviation Corp., a Delaware corporation ("Alas"), Alas Acquisition Company, a Delaware corporation ("AAC"), and Energie Holdings, Inc., a Delaware corporation (“Energie").
WHEREAS, on the date hereof, Alas has authority to issue
Sixty Million (60,000,000) shares of common stock, $0.01 par value per share (the "Alas Stock"), of which Forty Five Million (45,000,000) shares are issued and outstanding, One Million (1,000,000) shares of preferred stock, $0.01 par value per share, of which no shares have been issued;
WHEREAS, on the date hereof, Energie has authority to issue Sixty Million (60,000,000) shares of common stock, $0.01 par value per share (the "Energie Stock"), of which One (1) share is issued and outstanding, and One Million (1,000,000) shares of preferred stock, of which no shares have been issued;
WHEREAS, on the date hereof, Alas Acquisition has authority to issue Sixty Million (60,000,000) shares of common stock, $0.01 par value per share (the "Alas Acquisition Stock"), of which One Thousand (1,000) shares are issued and outstanding, and One Million (1,000,000) shares of preferred stock, of which no shares have been issued;
WHEREAS, the respective Boards of Directors of Energie, Alas and AAC have determined that it is advisable and in the best interests of each of such corporations that they reorganize into a holding company structure pursuant §251(g) of the Delaware General Corporation Law, under which Energie would survive as the holding company, by the merger of Alas, with and into Energie, and with each holder of shares of Alas Stock receiving an equal number of share of Energie Stock in exchange for such shares of Alas Stock;
WHEREAS, under the respective certificates of incorporation of Energie, the Energie Stock has the same designations, rights and powers and preferences, and the qualifications, limitations and restrictions thereof, as the Alas Stock which will be exchanged therefore pursuant to the holding company reorganization;
WHEREAS, the Certificate of Incorporation and Bylaws of Energie, as the holding company, at the time of the merger contain provisions identical to the Certificate of Incorporation and Bylaws of Alas immediately prior to the merger, other than differences permitted by Section 251(g) of the Delaware General Corporation Law.
WHEREAS, the Certificate of Incorporation of AAC is identical to the Certificate of Incorporation of Energie immediately prior to the merger, other than differences permitted by Section 251(g) of the Delaware General Corporation Law, pursuant to this Merger Agreement;
WHEREAS, the Boards of Directors of Energie, Alas., and AAC have approved this Merger Agreement, shareholder approval not being required pursuant to Section 251(g) of the Delaware General Corporation Law;
WHEREAS, the parties hereto intend that the reorganization contemplated by this Merger Agreement shall constitute a tax-free reorganization pursuant to Section 368(a)(1) of the Internal Revenue Code;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, Energie, Alas, and AAC hereby agree as follows:
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(1)
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Merger. Alas shall be merged with and into Energie (the "Merger"), and Energie shall be the surviving corporation (hereinafter sometimes referred to as the "Surviving Corporation"). The Merger shall become effective at 5:00 o’clock p.m. on January 27, 2014 or as soon thereafter as notice has been duly provided to the Financial Industry Regulatory Authority (“FINRA”) (the "Effective Time").
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(2)
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Succession. At the Effective Time, the separate corporate existence of Alas shall cease, and Energie shall succeed to all of the assets and property (whether real, personal or mixed), rights, privileges, franchises, immunities and powers of Alas, and Energie shall assume and be subject to all of the duties, liabilities, obligations and restrictions of every kind and description of Alas, including, without limitation, all outstanding indebtedness of Alas, all in the manner and as more fully set forth in Section 251(g) of the Delaware General Corporation Law.
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(3)
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Directors. The Directors of Alas immediately preceding the Effective Time shall be the Directors of the Surviving Corporation and AAC at and after the Effective Time until their successors are duly elected and qualified.
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(4)
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Officers. The officers of Alas immediately preceding the Effective Time shall be the officers of the Surviving Corporation and AAC at and after the Effective Time, to serve at the pleasure of the Board of Directors of Energie.
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(5)
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Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
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(a)
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each share of Alas Stock issued and outstanding immediately prior to the Effective Time shall be changed and converted into and shall be one fully paid and non-assessable share of Energie Stock;
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(b)
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each share of Alas Stock held in the treasury of Alas immediately prior to the Effective Time shall be cancelled and retired;
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(c)
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each option, warrant, purchase right, unit debenture or other security of Alas convertible into the same number of shares of Alas Stock as such security would have received if the security had been converted into Alas Stock immediately prior to the Effective Time, and Energie shall reserve for purposes of the exercise of such options, warrants, purchase rights, units, debentures or other securities an equal number of shares of Energie Stock as Alas had reserved; and
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(d)
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each share of Energie Stock issued and outstanding in the name of Alas immediately prior to the Effective Time shall be cancelled and retired and resume the status of authorized and unissued shares of Energie Stock.
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(6)
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Other Agreements. At the Effective Time, Energie shall assume any obligation of Alas to deliver or make available shares of Alas Stock under any agreement or employee benefit plan not referred to in Paragraph 5 herein to which Alas is a party. Any reference to Alas Stock under any such agreement or employee benefit plan shall be deemed to be a reference to Energie Stock and one share of Energie Stock shall be issuable in lieu of each share of Alas Stock required to be issued by any such agreement or employee benefit plan, subject to subsequent adjustment as provided in any such agreement or employee benefit plan.
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(7)
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Further Assurances. From time to time, as and when required by the Surviving Corporation, Energie, or by its successors or assigns, there shall be executed and delivered on behalf of Alas such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate, advisable or necessary in order to vest, perfect or conform, of record or otherwise, in the Surviving Corporation, the title to and possession of all property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Alas, and otherwise to carry out the purposes of this Merger Agreement, and the officers and directors of the Surviving Corporation are fully authorized, in the name and on behalf of Alas or otherwise, to take any and all such action and to execute and deliver any and all such deeds and other instruments.
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(8)
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Certificates. At and after the Effective Time, all of the outstanding certificates which immediately prior thereto represented shares of Alas Stock shall be deemed for all purposes to evidence ownership of and to represent the shares of Energie Stock, as the case may be, into which the shares of Alas Stock represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Energie and its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Alas or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of Energie Stock, as the case may be, evidenced by such outstanding certificate, as above provided.
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(9)
Amendment. The parties hereto, by mutual consent of their respective boards of directors, may amend, modify or supplement this Merger Agreement prior to the Effective Time.
(10)
The Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation.
(11)
Termination. This Merger Agreement may be terminated, and the Merger and the other transactions provided for herein may be abandoned, at any time prior to the Effective Time, whether before or after approval of this Merger Agreement by the board of directors of Energie, Alas, and AAC, by action of the board of directors of Alas if it determines for any reason, in its sole judgment and discretion, that the consummation of the Merger would be inadvisable or not in the best interests of Alas and its stockholders.
(12)
Counterparts. This Merger Agreement may be executed in one or more counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.
(13)
Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Merger Agreement.
(14)
Governing Law. This Merger Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, Energie, Alas, and AAC have caused this Merger Agreement to be executed and delivered as of the date first above.
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Energie Holdings, Inc., a Delaware corporation
By:
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s/ Harold Hansen
Harold Hansen, CEO
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Alas Aviation Corp., a Delaware corporation
By:
/s/ Harold Hansen
Harold Hansen, CEO
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Alas Acquisition Company, a Delaware corporation
By:
/s/ Harold Hansen
Harold Hansen, CEO
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